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This excerpt taken from the ELN 6-K filed Mar 30, 2009. m Related
parties
As part of its normal operating activities, the parent company
enters into transactions with other group undertakings. This
includes the receipt and provision of financing in the form of
loans, in addition to trading activities such as the receipt and
provision of goods or services to group companies. Loans
received from group undertakings and provided to group
undertakings are repayable on demand. As a result, no
discounting is applied to these balances. Pricing for
intercompany trading transactions is determined on an
arms-length basis.
Directors and executive officers of the parent company are the
same as those of the Group. For information on transactions with
directors and executive officers, see Note 30 to the
Consolidated Financial Statements.
This excerpt taken from the ELN 6-K filed Mar 31, 2008. p Related
parties
As part of our normal operating activities, we enter into
transactions with other group undertakings. This includes the
receipt and provision of financing in the form of loans, in
addition to trading activities such as the receipt and provision
of goods or services to group companies. Loans received from
group undertakings and provided to group undertakings are
repayable on demand. As a result, no discounting is applied to
these balances. Pricing for intercompany trading transactions is
determined on an arms-length basis.
Directors and executive officers of the parent company are the
same as those of the group. For information on transactions with
directors and executive officers, see Note 31 to the
Consolidated Financial Statements.
This excerpt taken from the ELN 6-K filed Mar 30, 2007. 32 Related
Parties
We have a related party relationship with our subsidiaries (see
Note 35), directors and executive officers. All
transactions with subsidiaries eliminate on consolidation and
are not disclosed.
Transactions
with Directors and Executive Officers
The total compensation of our key management personnel, defined
as our directors and executive officers was as follows:
Except as set out below, there are no service contracts greater
than one year in existence between any of the directors and
executive officers and Elan:
Effective 7 December 2005, we and EPI entered into a new
employment agreement with Mr. Martin, under which
Mr. Martin continues to serve as our president and chief
executive officer with an initial base annual salary of
$798,000. Mr. Martin is eligible to participate in our
annual bonus plan, performance based stock awards and merit
award plans. Under the new agreement, Mr. Martin was
granted an option to purchase 750,000 Ordinary Shares with an
exercise price per share of $12.03, vesting in three equal
annual instalments (the 2005 Options).
The agreement continues until Mr. Martin resigns, is
involuntarily terminated, is terminated for cause or dies, or is
disabled. In general, if Mr. Martin’s employment is
involuntarily terminated (other than for cause, death or
disability) or Mr. Martin leaves for good reason, we will
pay Mr. Martin a lump sum equal to two (three, in the event
of a change in control) times his salary and target bonus and
his 2005 options will vest and be exercisable for the following
two years (three, in the event of a change in control).
In the event of such an involuntary termination (other than as
the result of a change in control), Mr. Martin will, for a
period of two years (three years in the event of a change in
control), or until Mr. Martin obtains other employment,
continue to participate in our health and medical plans or we
shall pay him a lump sum equal to the present value of the cost
of such coverage and we shall pay Mr. Martin a lump sum of
$50,000 to cover other costs and expenses. Mr. Martin will
also be entitled to career transition assistance and the use of
an office and the services of a full time secretary for a
reasonable period of time not to exceed two years (three years
in the event of a change in control).
In addition, if it is determined that any payment or
distribution to Mr. Martin would be subject to excise tax
under Section 4999 of the US Internal Revenue Code, or any
interest or penalties are incurred by Mr. Martin with
respect to such excise tax, then Mr. Martin shall be
entitled to an additional payment in an amount such that after
payment by Mr. Martin of all taxes on such additional
payment, Mr. Martin retains an amount of such additional
payment equal to such excise tax amount.
The agreement also obligates us to indemnify Mr. Martin if
he is sued or threatened with suit as the result of serving as
our officer or director. We will be obligated to pay
Mr. Martin’s attorney’s fees if he has to bring
an action to enforce any of his rights under the employment
agreement.
Mr. Martin is eligible to participate in the pension,
medical, disability and life insurance plans applicable to
senior executives in accordance with the terms of those plans.
He may also receive financial planning and tax support and
advice from the provider of his choice at a reasonable and
customary annual cost.
Elan Corporation, plc 2006 Annual
Report 127
Table of Contents
Arrangements
with Former Directors
Mr. Donal
Geaney
On 13 June 2005, we agreed to settle an action taken in the
Irish High Court by the late Mr. Donal Geaney, former
Chairman of the Company who resigned on 9 July 2002. The
action related to the agreement for the exercise of share
options granted to Mr. Geaney during his employment with
Elan. The settlement, with no admission of liability on the part
of Elan, was for a sum of €3.5 million
($4.4 million), plus an agreed sum of legal fees.
Dr. Lars
Ekman
Dr. Lars Ekman was appointed to our Board of Directors on
26 May 2005. Dr. Ekman had a forgivable loan from Elan
which amounted to $240,000 at 26 May 2005. This loan was
fully forgiven at the end of December 2005.
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